THIS IS A PRELIMINARY PROSPECTUS AND IS SUBJECT TO FURTHER AMENDMENTS AND COMPLETION IN THE PROSPECTUS TO BE REGISTERED BY THE MONETARY AUTHORITY OF SINGAPORE (THE MAS). A COPY OF THIS PRELIMINARY PROSPECTUS HAS BEEN LODGED WITH THE MAS. THE MAS ASSUMES NO RESPONSIBILITY FOR THE CONTENTS OF THIS PRELIMINARY PROSPECTUS. LODGEMENT OF THIS PRELIMINARY PROSPECTUS WITH THE MAS DOES NOT IMPLY THAT THE SECURITIES AND FUTURES ACT, CHAPTER 289 OF SINGAPORE (THE SECURITIES AND FUTURES ACT OR THE SFA), OR ANY OTHER LEGAL OR REGULATORY REQUIREMENTS, HAVE BEEN COMPLIED WITH. A PERSON TO WHOM A COPY OF THIS PRELIMINARY PROSPECTUS HAS BEEN ISSUED SHALL NOT CIRCULATE IT TO ANY OTHER PERSON. NO OFFER OR INVITATION SHALL BE MADE OR RECEIVED, AND NO AGREEMENT SHALL BE MADE, ON THE BASIS OF THIS PRELIMINARY PROSPECTUS, TO PURCHASE OR SUBSCRIBE FOR ANY UNITS IN PERENNIAL CHINA RETAIL TRUST. NO RELIANCE MAY BE PLACED FOR ANY PURPOSE WHATSOEVER ON THE INFORMATION CONTAINED IN THIS PRELIMINARY PROSPECTUS OR ON ITS COMPLETENESS.

PRELIMINARY PROSPECTUS DATED 19 MAY 2011 (Registered with the Monetary Authority of Singapore on G). This document is important. If you are in any doubt as to the action you should take, you should consult your legal, financial, tax, or other professional advisor.

PERENNIAL CHINA RETAIL TRUST(a business trust constituted on 22 February 2011 under the laws of the Republic of Singapore) managed by Perennial China Retail Trust Management Pte. Ltd. (Registration Number 201024622Z) A wholly-owned subsidiary of Perennial Real Estate Pte. Ltd. (the Sponsor or Perennial) Perennial China Retail Trust (PCRT) is a business trust (Registration Number: 2011002) registered under the Business Trusts Act, Chapter 31A of Singapore (the Business Trusts Act or BTA). A copy of this Prospectus has been lodged on 19 May 2011 with and registered on G by the Monetary Authority of Singapore (the Authority or the MAS). The MAS assumes no responsibility for the contents of this Prospectus. Registration of this Prospectus by the MAS does not imply that the Securities and Futures Act, Chapter 289 of Singapore (the Securities and Futures Act or SFA), or any other legal or regulatory requirements, have been complied with. The MAS has not, in any way, considered the merits of the units being offered for investment. OFFER FOR SUBSCRIPTION BY Perennial China Retail Trust Management Pte. Ltd. Between 563,579,000 Units and 577,791,000 Units Offering Price Range: S$0.70 to S$0.76 per Unit Perennial China Retail Trust Management Pte. Ltd. (the Trustee-Manager), a wholly-owned subsidiary of the Sponsor, is making an offering (the Offering) of between 563,579,000 units representing undivided interests in PCRT (the Units) (at the Minimum Offering Price (as defined herein)) and 577,791,000 Units (at the Maximum Offering Price (as defined herein)) for subscription at the Offering Price (as defined below). The Offering consists of (i) an international placement to investors, including institutional and other investors in Singapore (the Placement Tranche) and (ii) an offering to the public in Singapore (the Public Offer). The minimum size of the Public Offer will be 33,000,000 Units. It is currently expected that the issue price of each Unit under the Offering (the Offering Price) will be between S$0.70 per Unit (the Minimum Offering Price) and S$0.76 per Unit (the Maximum Offering Price, and the range between the Minimum Offering Price and the Maximum Offering Price, the Offering Price Range). The sole financial advisor for the Offering is DBS Bank Ltd. (the Sole Financial Advisor) and the joint global coordinators, bookrunners, issue managers and underwriters for the Offering are DBS Bank Ltd., Goldman Sachs (Singapore) Pte., Standard Chartered Securities (Singapore) Pte. Limited and Citigroup Global Markets Singapore Pte. Ltd. (collectively, the Joint Global Coordinators, Bookrunners, Issue Managers and Underwriters or the Joint Bookrunners). The Offering is fully underwritten at the Offering Price by the Joint Bookrunners on the terms and subject to the conditions of the Underwriting Agreement (as defined herein). Concurrently with, but separate from the Offering, the Sponsor has entered into a subscription agreement to subscribe for such number of Units at the Offering Price for an aggregate subscription amount equal to S$20.0 million (the Sponsor Units). In conjunction with but separate from the Offering, each of AEW Capital Management, L.P. (AEW), Asdew Acquisitions Pte Ltd (Asdew), CB Richard Ellis Global Real Estate Securities, LLC (CBRE GRES), Cosmo Top Limited (Cosmo Top), Henderson Global Investors (Henderson), Prudential Asset Management (Singapore) Limited (PAM Singapore), Shanghai Summit Pte. Ltd. and Vantage Up Group Limited (Vantage Up) (collectively, the Cornerstone Investors) has entered into cornerstone subscription agreements with the Trustee-Manager (collectively, the Cornerstone Subscription Agreements) to subscribe for an aggregate of between 504,694,000 Units (based on the Maximum Offering Price) and 516,650,000 Units (based on the Minimum Offering Price) at the Offering Price (the Cornerstone Units), conditional upon, among other things, the Underwriting Agreement having been entered into, and not having been terminated, pursuant to its terms on or prior to the Listing Date (as defined herein). The Cornerstone Units have been offered and sold to the Cornerstone Investors in transactions exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the Securities Act). No Units shall be allotted or allocated on the basis of this Prospectus later than six months after the registration of this Prospectus by the Authority. Prior to the Offering, there has been no market for the Units. The offer of Units under this Prospectus will be by way of an initial public offering in Singapore. Application has been made to Singapore Exchange Securities Trading Limited (the SGX-ST) for permission to list for quotation on the Main Board of the SGX-ST (i) all Units comprised in the Offering, (ii) all the Sponsor Units, (iii) all the Cornerstone Units, (iv) all the Units which will be issued to the Trustee-Manager in payment of its acquisition fees and (v) all the Units which will be issued to the Trustee-Manager from time to time in full or part payment of the Trustee-Managers fees. Such permission will be granted when PCRT has been admitted to the Official List of the SGX-ST (the Listing Date). Acceptance of applications for Units will be conditional upon issue of the Units and upon permission being granted to list the Units. In the event that such permission is not granted or if the Offering is not completed for any other reason, application monies will be returned in full, at each investors own risk, without interest or any share of revenue or other benefit arising therefrom, and without any right or claim against any of PCRT, the Trustee-Manager, the Sponsor, the Sole Financial Advisor or the Joint Bookrunners. PCRT has received a letter of eligibility from the SGX-ST for the listing and quotation on the Main Board of the SGX-ST of (i) all Units comprised in the Offering, (ii) all the Sponsor Units, (iii) all the Cornerstone Units, (iv) all the Units which will be issued to the Trustee-Manager in payment of its acquisition fees and (v) all the Units which will be issued to the Trustee-Manager from time to time in full or part payment of the Trustee-Managers fees. PCRTs eligibility to list on the Main Board of the SGX-ST does not indicate the merits of the Offering, PCRT, the Trustee-Manager, the Sponsor, the Sole Financial Advisor, the Joint Bookrunners or the Units. The SGX-ST assumes no responsibility for the correctness of any statements or opinions made or reports contained in this Prospectus. Admission to the Official List of the SGX-ST is not to be taken as an indication of the merits of the Offering, PCRT, the Trustee-Manager or the Units. See Risk Factors commencing on page 46 of this Prospectus for a discussion of certain factors to be considered in connection with an investment in the Units. None of the Trustee-Manager, the Sponsor, the Sole Financial Advisor or the Joint Bookrunners guarantees the performance of PCRT, the repayment of capital or the payment of a particular return on the Units. Investors applying for Units by way of Application Forms or Electronic Applications (both as referred to in Appendix G, Terms, Conditions and Procedures for Application for and Acceptance of the Units in Singapore) in the Public Offer will have to pay the Maximum Offering Price on application, subject to a refund of the full amount or, as the case may be, the balance of the application monies (in each case without interest or any share of revenue or other benefit arising therefrom), where (i) an application is rejected or accepted in part only, or (ii) if the Offering does not proceed for any reason, or (iii) if the Offering Price is less than the Maximum Offering Price for each Unit. The Offering Price will be determined following a book-building process by agreement between the Joint Bookrunners and the Trustee-Manager on a date currently expected to be G (the Price Determination Date), which date is subject to change. Nothing in this Prospectus constitutes an offer for Units for sale in the United States or any other jurisdiction where it is unlawful to do so. The Units have not been and will not be registered under the Securities Act or the securities law of any state of the United States and, accordingly, may not be offered or sold within the United States except in certain transactions exempt from or not subject to the registration requirements of the Securities Act. The Units are being offered and sold in offshore transactions as defined and in reliance on Regulation S under the Securities Act (Regulation S). Sole Financial Advisor

Joint Global Coordinators, Bookrunners, Issue Managers and Underwriters

Co-ManagersKim Eng Securities Pte Ltd Oversea-Chinese Banking Corporation Limited United Overseas Bank Limited

TABLE OF CONTENTSPage NOTICE TO INVESTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . FORWARD-LOOKING STATEMENTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CERTAIN DEFINED TERMS AND CONVENTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . MARKET AND INDUSTRY INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . SUMMARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . RISK FACTORS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . USE OF PROCEEDS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . INFORMATION CONCERNING THE UNITS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . DISTRIBUTIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXCHANGE RATE INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CAPITALISATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS AT THE LISTING DATE. PROFIT FORECAST AND PROFIT PROJECTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . STRATEGY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OVERVIEW OF ACQUISITION OF PROPERTIES IN CHINA AND ACQUISITION OF THE INITIAL PORTFOLIO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . BUSINESS AND PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . THE TRUSTEE-MANAGER . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CORPORATE GOVERNANCE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . THE SPONSOR AND THE STRATEGIC PARTNERS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . THE FORMATION AND STRUCTURE OF PERENNIAL CHINA RETAIL TRUST . . . . . . . . . CERTAIN AGREEMENTS RELATING TO PERENNIAL CHINA RETAIL TRUST AND THE PROPERTIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . OVERVIEW OF RELEVANT LAWS AND REGULATIONS IN CHINA . . . . . . . . . . . . . . . . . . TAXATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . PLAN OF DISTRIBUTION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . CLEARANCE AND SETTLEMENT . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . EXPERTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GENERAL INFORMATION . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . GLOSSARY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . APPENDIX A INDEPENDENT ACCOUNTANTS REPORT ON THE PROFIT FORECAST AND PROFIT PROJECTION. . . . . . . . . . . . . . . . . . . . . . . INDEPENDENT ACCOUNTANTS REPORT ON THE UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS AT THE LISTING DATE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . UNAUDITED PRO FORMA CONSOLIDATED BALANCE SHEET AS AT THE LISTING DATE. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . iii vi vii viii 1 46 81 86 92 98 100 101 109 127 131 148 185 214 225 243 251 307 325 334 343 345 346 351

A-1

APPENDIX B

B-1

APPENDIX C

C-1

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Page APPENDIX D APPENDIX E APPENDIX F INDEPENDENT TAXATION REPORT. . . . . . . . . . . . . . . . . . . . . . . . . . INDEPENDENT PROPERTY VALUATION SUMMARY REPORT. . . . . . INDEPENDENT CHINA RETAIL MARKET RESEARCH REPORT. . . . . TERMS, CONDITIONS AND PROCEDURES FOR APPLICATION FOR AND ACCEPTANCE OF THE UNITS IN SINGAPORE . . . . . . . . . . . . . LIST OF PRESENT AND PAST PRINCIPAL DIRECTORSHIPS OF DIRECTORS AND EXECUTIVE OFFICERS . . . . . . . . . . . . . . . . . . . . . D-1 E-1 F-1

APPENDIX G

G-1

APPENDIX H

H-1

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NOTICE TO INVESTORSNo person is authorised to give any information or to make any representation not contained in this Prospectus and any information or representation not so contained must not be relied upon as having been authorised by or on behalf of PCRT, the Trustee-Manager, the Sole Financial Advisor, the Joint Bookrunners or the Sponsor. If anyone provides you with different or inconsistent information, you should not rely upon it. Neither the delivery of this Prospectus nor any offer, subscription, sale or transfer made hereunder shall under any circumstances imply that the information herein is correct as of any date subsequent to the date hereof or constitute a representation that there has been no change or development reasonably likely to involve a material adverse change in the affairs, conditions and prospects of PCRT, the Trustee-Manager, the Units or the Sponsor since the date on the front cover of this Prospectus. Where such changes occur and are material or required to be disclosed by law, the SGX-ST and/or any other regulatory or supervisory body or agency, the Trustee-Manager will make an announcement of the same to the SGX-ST and, if required, lodge and issue a supplementary document or replacement document pursuant to Section 282D of the Securities and Futures Act and take immediate steps to comply with the said Section 282D. Investors should take notice of such announcements and documents and upon release of such announcements and documents shall be deemed to have notice of such changes. Unless required by applicable laws (including the Securities and Futures Act), no representation, warranty or covenant, express or implied, is made by any of PCRT, the Trustee-Manager, the Sole Financial Advisor, the Joint Bookrunners, the Sponsor or any of their respective affiliates, directors, officers, employees, agents, representatives or advisors as to the accuracy or completeness of the information contained herein, and nothing contained in this Prospectus is, or shall be relied upon as, a promise, representation or covenant by any of PCRT, the Trustee-Manager, the Sole Financial Advisor, the Joint Bookrunners or the Sponsor or their respective affiliates, directors, officers, employees, agents, representatives or advisors. Shenyang Summit Real Estate Development Co., Ltd. (Shenyang Summit) owns Shenyang Red Star Macalline Furniture Mall, Shenyang Longemont Shopping Mall and Shenyang Longemont Offices (each as defined herein). On the Listing Date, Shenyang Retail 1 Limited and Shenyang Retail 2 Limited, both wholly-owned subsidiaries of PCRT, will own 50.0% of the equity interest of Shenyang Summit and will only have all the rights (save for the right to distributions on the equity interest) as owners of 50.0% of the equity interest of Shenyang Summit after Shenyang Retail 1 Limited has fully paid the subscription proceeds and Shenyang Retail 2 Limited has fully paid the acquisition proceeds on the Listing Date. Shenyang Retail 1 Limited and Shenyang Retail 2 Limited will have the right to distributions on the equity interest after certain certificates have been issued by the relevant PRC authorities. However, no legal impediments are expected in respect of the issue of such certificates and any proposed distribution on the equity interest of Shenyang Summit will require the approval of the directors nominated by the Trustee-Manager to the board of Shenyang Summit. (See Overview of Acquisition of Properties in China and Acquisition of the Initial Portfolio for details on the issuance of such certificates by the relevant PRC authorities.) As at the Listing Date, PCRT will not have legal title to Foshan Yicui Shijia Shopping Mall, a development project, and will only have the contractual rights and obligations to acquire the completed mall from the vendor, Foshan City Yicui Nandu Development Co., Ltd (Yicui Nandu), a wholly-owned subsidiary of Nanhai Nenking (Holdings) Group Co., Ltd. (Nenking). Construction of Foshan Yicui Shijia Shopping Mall has commenced and PCRT will make progressive milestone payments to Yicui Nandu. As at the Listing Date, PCRT will not have legal title to Chengdu Qingyang Guanghua Shopping Mall, a development project, and will only have the contractual rights and obligations to acquire the work-in-progress development from the vendor, Chengdu City Railway Rong Feng Real Estate Company Ltd. (Chengdu Railway), after which it is expected that Perennial (Chengdu) Industries Co., Ltd. (the Chengdu Qingyang WFOE) will continue with the construction of the mall and obtain the building ownership certificate in its name after construction of the mall is iii

completed. Construction of Chengdu Qingyang Guanghua Shopping Mall will commence after the Listing Date and PCRT, through the Chengdu Qingyang WFOE, will make progressive payments for the construction and construction-related costs and a one-off payment for the land. Prior to the acquisition of the work-in-progress development from the vendor, the Chengdu Qingyang WFOE will pay for the construction and construction-related costs by paying for the construction materials. The Trustee-Manager will announce via SGXNET the timeline for the payment of the construction and construction-related costs after the construction schedule is firmed up and this is expected to take place after the main construction contract has been entered into. (See Overview of Acquisition of Properties in China and Acquisition of the Initial Portfolio and Certain Agreements relating to Perennial China Retail Trust and the Properties for further details of the acquisition of the Properties (as defined herein).) The timelines and milestones in relation to the acquisition and development of the Properties set out in this Prospectus represent the Trustee-Managers current best estimates and there can be no assurance that such timelines and milestones will be achieved. In the event of any changes to the expected timelines set out in Summary Key Information on the Properties Indicative Timeline for Acquisition and Completion of Development and Summary Key Information on the Properties Commencement of Operations, the Trustee-Manager will make an announcement via SGXNET on such changes and provide the relevant updates. A key investment strategy of PCRT is the development of retail properties in China, and investors should note that the proportion of development activities to be undertaken by PCRT may be higher than the proportion of its investment in stabilised income-producing real estate assets. None of PCRT, the Trustee-Manager, the Sole Financial Advisor, the Joint Bookrunners and the Sponsor or any of their respective affiliates, directors, officers, employees, agents, representatives or advisors is making any representation or undertaking to any purchaser or subscriber of Units regarding the legality of an investment by such purchaser or subscriber under appropriate legal, investment or similar laws. In addition, investors in the Units should not construe the contents of this Prospectus as legal, business, financial or tax advice. Investors should be aware that they may be required to bear the financial risks of an investment in the Units for an indefinite period of time. Investors should consult their own professional advisors as to the legal, tax, business, financial and related aspects of an investment in the Units. Copies of this Prospectus and the Application Forms may be obtained on request, subject to availability, during office hours, from: DBS Bank Ltd. 6 Shenton Way DBS Building Tower One Singapore 068809 Goldman Sachs (Singapore) Pte. One Raffles Link #07-01 South Lobby Singapore 039393 Standard Chartered Citigroup Global Markets Securities (Singapore) Singapore Pte. Ltd. Pte. Limited 3 Temasek Avenue 8 Marina Boulevard #17-00 Centennial Tower #19-01 Marina Bay Financial Singapore 039190 Centre Tower 1 Singapore 018981

and, where applicable, from members of the Association of Banks in Singapore, members of the SGX-ST and merchant banks in Singapore. A copy of this Prospectus is also available on the SGX-ST website: http://www.sgx.com.

iv

The distribution of this Prospectus and the offering, subscription, purchase, sale or transfer of the Units in certain jurisdictions may be restricted by law. PCRT, the Trustee-Manager, the Sole Financial Advisor, the Joint Bookrunners and the Sponsor require persons into whose possession this Prospectus comes to inform themselves about and to observe any such restrictions at their own expense and without liability to PCRT, the Trustee-Manager, the Sole Financial Advisor, the Joint Bookrunners and the Sponsor. This Prospectus does not constitute, and the Trustee-Manager, the Sole Financial Advisor, the Joint Bookrunners and the Sponsor are not making, an offer of, or an invitation to subscribe for or purchase, any of the Units in any jurisdiction in which such offer or invitation would be unlawful. Persons to whom a copy of this Prospectus has been issued shall not circulate to any other person, reproduce or otherwise distribute this Prospectus or any information herein for any purpose whatsoever nor permit or cause the same to occur.

v

FORWARD-LOOKING STATEMENTSCertain statements in this Prospectus constitute forward-looking statements. This Prospectus also contains forward-looking financial information in Profit Forecast and Profit Projection. Such forwardlooking statements and financial information involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of PCRT, the TrusteeManager, the Sponsor, or industry results, to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements and financial information. Such forward-looking statements and financial information are based on numerous assumptions regarding the Trustee-Managers present and future business strategies and the environment in which PCRT, the Trustee-Manager or the Sponsor will operate in the future. Because these statements and financial information reflect the current views of the Trustee-Manager and the Sponsor concerning future events, these statements and financial information necessarily involve risks, uncertainties and assumptions. Actual future performance could differ materially from these forwardlooking statements and financial information. Undue reliance should not be placed on these forward-looking statements. Among the important factors that could cause the actual results, performance or achievements of PCRT, the Trustee-Manager or the Sponsor to differ materially from those in the forward-looking statements and financial information are the conditions of, and changes in, the domestic, regional and global economies, including, but not limited to, factors such as political, economic and social conditions in China, changes in government laws and regulations affecting PCRT, competition in the Chinese property market in which PCRT may invest, industry, currency exchange rates, interest rates, inflation, relations with service providers, relations with lenders, hostilities (including future terrorist attacks), the performance and reputation of PCRTs properties and/or acquisitions, difficulties in identifying future acquisitions, difficulty in completing and integrating acquisitions, changes in the Trustee-Managers directors (Directors) and the Trustee-Managers executive officers (Executive Officers), risks related to natural disasters, general volatility of the capital markets, uncertainties in the Chinese legal system (which could limit the legal protections available to foreign investors, including with respect to the enforcement of foreign judgments in China), general risks relating to the property market in which PCRT may invest and the market price of the Units as well as other matters not yet known to the Trustee-Manager or not currently considered material by the Trustee-Manager. Additional factors that could cause actual results, performance or achievements to differ materially include, but are not limited to, those discussed under Risk Factors, Unaudited Pro Forma Consolidated Balance Sheet as at the Listing Date, Profit Forecast and Profit Projection, Overview of Acquisitions of Properties in China and Acquisition of the Initial Portfolio and Business and Properties. These forward-looking statements and financial information speak only as at the date of this Prospectus. The Trustee-Manager expressly disclaims any obligation or undertaking to release publicly any updates of or revisions to any forward-looking statement or financial information contained herein to reflect any change in the expectations of the Trustee-Manager or the Sponsor with regard thereto or any change in events, conditions or circumstances on which any such statement or information is based, subject to compliance with all applicable laws and regulations and/or the rules of the SGX-ST and/or any other relevant regulatory or supervisory body or agency.

vi

CERTAIN DEFINED TERMS AND CONVENTIONSPCRT will publish its financial statements in Singapore dollars. In this Prospectus, references to S$ or Singapore dollars and Singapore cents are to the lawful currency of the Republic of Singapore while references to Chinese Renminbi, Renminbi or RMB are to the lawful currency of the Peoples Republic of China. References to the Peoples Republic of China, the PRC or China are, for the purposes of this Prospectus, to mainland China and references to the PRC for the purposes of the investment objectives and the investment strategy of PCRT and the Sponsors ROFR (as defined herein), are to Mainland China, the Hong Kong Special Administrative Region and the Macau Special Administrative Region. For the readers convenience, except where the exchange rate between the Renminbi and the Singapore dollar is expressly stated otherwise, certain Renminbi amounts in this Prospectus have been translated into Singapore dollars based on the fixed exchange rate of RMB5.2070 = S$1.00 as at 16 May 2011, being the latest practicable date prior to the lodgement of this Prospectus (the Latest Practicable Date). However such translations should not be construed as representations that Renminbi amounts have been, could have been or could be converted into Singapore dollars at that or any other rate (see Exchange Rate Information). Unless expressly stated otherwise, all statistics and figures relating to the Properties are as at 31 December 2010. Unless otherwise defined, capitalised terms used in this Prospectus shall have the meanings set out in the Glossary. Unless otherwise specified, where applicable, all calculations in this Prospectus have been based on the Minimum Offering Price. The forecast and projected income statements are based on the Minimum Offering Price and the assumption that the Listing Date is 1 June 2011. The forecast and projected yields which are calculated based on the Minimum Offering Price and Maximum Offering Price will vary accordingly if the Listing Date is not 1 June 2011, or for investors who purchase Units in the secondary market at a market price that differs from the Minimum Offering Price and the Maximum Offering Price. Any discrepancies in the tables, graphs and charts included in this Prospectus between the listed amounts and totals thereof are due to rounding. Where applicable, figures and percentages are rounded to one decimal place, and RMB and S$ are rounded to the nearest thousand. References to Appendix or Appendices are to the appendices set out in this Prospectus. All references in this Prospectus to dates and times shall mean Singapore dates and times unless otherwise specified.

vii

MARKET AND INDUSTRY INFORMATIONThis Prospectus includes market and industry data and forecasts that have been obtained from internal surveys, reports and studies, where appropriate, as well as market research, publicly available information and industry publications. Industry publications, surveys and forecasts generally state that the information they contain has been obtained from sources believed to be reliable, but there can be no assurance as to the accuracy or completeness of such information. While the Trustee-Manager has taken reasonable steps to ensure that the information is extracted accurately and in its proper context, the Trustee-Manager has not independently verified any of the data from third party sources or ascertained the underlying economic assumptions relied upon therein.

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SUMMARYThe following section is qualified in its entirety by, and is subject to, the more detailed information contained or referred to elsewhere in this Prospectus. The meanings of terms not defined in this section can be found in the Glossary or in the trust deed constituting PCRT dated 22 February 2011 (as amended) (the Trust Deed). A copy of the Trust Deed can be inspected at the registered office of the Trustee-Manager, which is located at 6 Temasek Boulevard, #25-04/05 Suntec Tower Four, Singapore 038986. Statements contained in this section that are not historical facts may be forward-looking statements. Such statements are based on certain assumptions and are subject to certain risks and uncertainties which could cause actual results of PCRT to differ materially from those forecast or projected (see Forward-Looking Statements). Under no circumstances should the inclusion of such information herein be regarded as a representation, warranty or prediction with respect to the accuracy of the underlying assumptions by PCRT, the Trustee-Manager, the Sole Financial Advisor, the Joint Bookrunners, the Sponsor or any other person or that these results will be achieved or are likely to be achieved. Investing in the Units involves risks. Prospective investors are advised not to rely solely on this section, but to read this Prospectus in its entirety and, in particular, the sections from which the information in this section is extracted, and Risk Factors to better understand the Offering and PCRTs business and risks. Introduction to Perennial China Retail Trust PCRT is Singapores first pure-play PRC1 retail development business trust listed on the Main Board of the SGX-ST. The Trustee-Managers key objective is to provide unitholders of PCRT (Unitholders) with (i) long-term capital growth from a steady growth in net asset value (NAV) through acquiring attractively priced predominantly-retail development projects and the on-going value creation of PCRTs assets and (ii) regular distributions from the income of its completed and stabilised assets. PCRTs principal investment objectives are to invest in, own and develop land, uncompleted developments and income-producing real estate in the PRC and other real estate-related assets in relation to the foregoing. PCRT may also invest in the listed securities of real estate companies which invest in retail or predominantly-retail real estate located in the PRC. PCRTs initial property portfolio (the Initial Portfolio) is valued at RMB5,898.0 million2 and comprises five properties which are expected to comprise an aggregate gross floor area (GFA) of approximately 960,899.03 sq m. The Initial Portfolio includes a 50.0% stake4 in three of the most prime assets within the strategically located Shenyang Longemont Asia Pacific City (with their well-sited location along Shenyangs First Ring Road and direct connectivity to two metro lines and a bus interchange with 56 bus lines). Shenyang Longemont Asia Pacific City is expected to comprise over 4.3 million sq m of total floor area and is expected to be the largest mixed-use development in Liaoning Province. In addition,

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PRC means mainland China, the Hong Kong Special Administrative Region and the Macau Special Administrative Region. The Initial Portfolio was valued by CB Richard Ellis (Pte) Ltd (the Independent Valuer) as at 31 December 2010. See Appendix E Independent Property Valuation Summary Report. The GFA is based on architectural plans prepared by the relevant architects and, in the case of the completed buildings, on which construction was based. This GFA may differ from the actual GFA of the relevant completed Properties. The GFA will be finalised when the relevant Building Ownership Certificate is issued. Based on its 50.0% stake in Shenyang Summit and its 100.0% stake in Foshan Yicui Shijia Shopping Mall and Chengdu Qingyang Guanghua Shopping Mall, the GFA attributable to PCRT is 559,866 sq m. PCRT, through its wholly-owned subsidiaries Shenyang Retail 1 Limited and Shenyang Retail 2 Limited, is expected to own 50.0% of the total equity interest of Shenyang Summit on the Listing Date (see Summary Initial Property Portfolio for further details of PCRTs interest in Shenyang Summit).

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PCRT will have the right to acquire a 100.0% stake in Foshan Yicui Shijia Shopping Mall located in Foshan and Chengdu Qingyang Guanghua Shopping Mall located in Chengdu1, both of which are expected to enjoy direct connectivity to metro stations2. PCRT has secured the option to invest in a strong pipeline of prime commercial development sites which are directly connected to high-speed railway stations in Chengdu and Xian and a right of first refusal to invest in a similar high-speed railway commercial development site in Changsha, collectively of at least S$3.0 billion and measuring at least 1.5 million sq m (assuming that PCRT invests in 50.0% of at least 1.0 million sq m of GFA of commercial space per project and at an assumed price of RMB10,000 per sq m of GFA on a completed basis)3. PCRT is sponsored by Perennial Real Estate Pte. Ltd., a Singapore-registered company founded by retail real estate veteran Mr Pua Seck Guan. PCRT is managed by Perennial China Retail Trust Management Pte. Ltd, which will be a joint venture between the Sponsor, Ace Best Holdings Limited (Ace Best), which is part of Nan Fung (as defined herein), one of the largest privately-owned property developers in Hong Kong, and Asdew, a privately-owned Singapore investment company in the proportions of 78.0%, 12.0% and 10.0%, respectively. Key Investment Highlights The Trustee-Manager believes that an investment in PCRT will offer the following benefits to Unitholders: Pure-play PRC retail owner and developer: Pure-play PRC exposure to urbanisation-driven consumption growth via attractively priced and strategically located quality assets which are directly connected to major transportation nodes.

Attractive pipeline of at least S$3.0 billion3 of prime Longemont commercial developments directly connected to high-speed railway stations of Chengdu, Xian and Changsha through options and right of first refusal: PCRT and the Sponsor have secured options to acquire 50.0% of at least 1.0 million sq m of GFA in each of Chengdu and Xian high-speed railway commercial developments at a price of RMB10,000 per sq m and RMB8,000 to RMB10,000 per sq m, respectively on a completed basis. Right of first refusal to acquire at least a 50.0% interest of up to 1.0 million sq m of GFA of Changsha high-speed railway commercial development at a price of RMB8,000 to RMB10,000 per sq m on a completed basis. Potential to increase PCRTs asset size exponentially based on the above pipeline.

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As at the Listing Date, PCRT will not have legal title to Foshan Yicui Shijia Shopping Mall and Chengdu Qingyang Guanghua Shopping Mall and will only have the contractual rights and obligations to acquire them. Based on the latest government plans showing the location and accessibility of the metro stations, but subject to changes by the authorities. Assuming that PCRT invests in 50.0% of at least 1.0 million sq m of GFA of commercial space in respect of each of the Chengdu, Xian and Changsha sites and at an assumed price of RMB10,000 per sq m of GFA on a completed basis. Pursuant to the Option to Purchase Agreements (as defined herein), PCRT has the option to acquire a 50.0% stake of at least 1.0 million sq m of GFA of the commercial component in each of the prime high-speed railway development sites at a price of RMB10,000 per sq m (on a completed basis) for the Chengdu site and between RMB8,000 and RMB10,000 per sq m (on a completed basis) for the Xian site. Pursuant to the Summit Strategic Agreement and the Sponsors ROFR (each as defined herein), PCRT also has a right of first refusal to acquire at least a 50.0% interest of up to 1.0 million sq m of GFA in the commercial component of a development site which is directly connected to the high-speed railway station in Changsha, at a price of RMB8,000 to RMB10,000 per sq m (on a completed basis).

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Attractive total return proposition: Long term capital growth from a steady growth in PCRTs NAV per Unit. Regular distributions from income-producing stabilised assets as downside protection.

Good debt headroom to fund acquisition growth: No debt on the Listing Date, coupled with PCRTs asset base, provides good debt headroom for acquisition financing. Business trust structure provides flexibility to access both on shore and off shore capital markets.

Leverage on the Sponsors strong track record, execution experience and strategic partnerships: Leverage on an experienced sponsor with operational track record in the PRC and a fully in-house integrated retail real estate platform. Complemented by Sponsors strategic partnerships with well-credentialed local developers with proven track record and execution capabilities.

Clear and transparent vehicle with strong corporate governance: Investment in a clear and transparent vehicle which meets corporate governance requirements under the Business Trusts Act.

Pure-play PRC retail owner and developer: Pure-play PRC exposure to urbanisation-driven consumption growth via attractively priced and strategically located quality assets which are directly connected to major transportation nodes.

PCRT offers Unitholders a pure-play exposure in the high retail sales growth in the PRC as an owner and developer of retail assets (see Overview of Retail Market in the PRC below). The Properties are strategically located and agreements have been entered into for the Properties to be acquired at an attractive price which is below the valuations assessed by the Independent Valuer. There is potential to generate attractive rental and capital growth over time as spending within the malls shopper catchments increases, driven by ongoing urbanisation of the population and growing disposable income per capita. Further, government policy in the PRC is also increasingly targeted at stimulating domestic consumption. Urbis Pty Ltd, the independent market research consultant (the Independent Market Research Consultant) estimates the level of urbanisation of the population in the PRC to be 45.7% as at 2009 and forecasts that this will increase to 53.0% by 2015. This translates to a compound annual growth rate (CAGR) of the overall urban population of 2.5% between 2010 to 2015. Urban disposable income per capita has increased to RMB17,175 at a CAGR of 11.8% from 2000 to 2009, and is set to continue to grow in tandem with gross domestic product (GDP). (See Appendix F, Independent China Retail Market Research Report.) Shenyang Red Star Macalline Furniture Mall, Shenyang Longemont Shopping Mall, Foshan Yicui Shijia Shopping Mall and Chengdu Qingyang Guanghua Shopping Mall are designed to target the retail spending of the suburban middle class by providing a convenient one-stop shopping experience. The shopping malls will typically have a supermarket and/or department store, food and beverage outlets,

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cinemas and entertainment, and other specialty retailers. In addition, they are strategically located, being accessible by major roads, within close proximity or directly connected to major transportation nodes, including metro stations and/or bus interchanges1, and will have ample parking spaces. The Trustee-Manager believes that the increasing affluence in the PRC will drive spending and demand for retail space and, consequently, increase rental and sales volume. Attractive pipeline of at least S$3.0 billion2 of prime Longemont commercial developments directly connected to high-speed railway stations of Chengdu, Xian and Changsha through options and right of first refusal: PCRT and the Sponsor have secured options to acquire 50.0% of at least 1.0 million sq m of GFA in each of Chengdu and Xian high-speed railway commercial developments at a price of RMB10,000 per sq m and between RMB8,000 and RMB10,000 per sq m, respectively on a completed basis. Right of first refusal to acquire at least a 50.0% interest of up to 1.0 million sq m of GFA of Changsha high-speed railway commercial development at a price of RMB8,000 to RMB10,000 per sq m on a completed basis. Potential to increase PCRTs asset size exponentially based on the above pipeline.

On 12 January 2011, Shanghai Summit (Group) Co., Ltd (Shanghai Summit (Group)), Shanghai Summit Real Estate Development Co., Ltd (Shanghai Summit) and the Sponsor entered into a strategic agreement (the Summit Strategic Agreement), pursuant to which Shanghai Summit (Group) and Shanghai Summit granted the Sponsor a right of first refusal to acquire at least a 50.0% interest in the commercial component of their identified potential asset pipeline comprising the Chengdu Longemont Railway Commercial Development, the Xian Longemont Railway Commercial Development and the Changsha Longemont Railway Commercial Development (each as defined herein), located at prime development sites which are directly connected to high-speed railway stations. Pursuant to the aforementioned right of first refusal, Shanghai Summit (Group) and Shanghai Summit have: on 21 March 2011, granted an option to purchase to the Sponsor and Perennial China Retail Pte. Ltd. (PCRPL), a wholly-owned subsidiary of PCRT to acquire a 50.0% interest in the commercial component of the Chengdu Longemont Railway Commercial Development (which is to be not less than 1.0 million sq m of GFA) within a year of the Listing Date, at an agreed acquisition price of RMB10,000 per sq m of GFA on a completed basis; and

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Based on the latest government plans showing the location and accessibility of the metro stations and/or bus interchanges but subject to changes by the authorities. Assuming that PCRT invests in 50.0% of at least 1.0 million sq m of GFA of commercial space in respect of each of the Chengdu, Xian and Changsha sites and at an assumed price of RMB10,000 per sq m of GFA on a completed basis. Pursuant to the Option to Purchase Agreements, PCRT has the option to acquire a 50.0% stake of at least 1.0 million sq m of GFA of the commercial component in each of the prime high-speed railway development sites at a price of RMB10,000 per sq m (on a completed basis) for the Chengdu site and between RMB8,000 and RMB10,000 per sq m (on a completed basis) for the Xian site. Pursuant to the Summit Strategic Agreement and the Sponsors ROFR, PCRT also has a right of first refusal to acquire at least a 50.0% interest of up to 1.0 million sq m of GFA in the commercial component of a development site which is directly connected to the high-speed railway station in Changsha, at a price of RMB8,000 to RMB10,000 per sq m (on a completed basis).

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on 21 March 2011, granted an option to purchase to the Sponsor and PCRPL to acquire a 50.0% interest in the commercial component of the Xian Longemont Railway Commercial Development (which is to be not less than 1.0 million sq m of GFA) within a year of Shanghai Summit (Group) and Shanghai Summit acquiring the rights to develop a further 1,300,000 sq m of built-up area1, at an agreed acquisition price of between RMB8,000 and RMB10,000 per sq m of GFA on a completed basis,

collectively, the Option to Purchase Agreements. This reinforces PCRTs right of first refusal to invest in the pipeline prime commercial development sites which are directly-connected to high-speed railway stations in Chengdu and Xian. Together with the Sponsors right of first refusal to invest in a similar high-speed railway commercial development site in Changsha, PCRT has a pipeline of at least S$3.0 billion and measuring at least 1.5 million sq m ( assuming that PCRT invests in 50.0% of at least 1.0 million sq m of GFA of commercial space per project and at an assumed price of RMB10,000 per sq m of GFA on a completed basis)2. Attractive total return proposition: Long term capital growth from a steady growth in PCRTs NAV per Unit. Regular distributions from income-producing stabilised assets as downside protection.

PCRT presents an attractive total return proposition through its key objective to provide Unitholders with (i) long-term capital growth from a steady growth in NAV through acquiring attractively priced predominantly retail development projects and the on-going value creation of PCRTs assets and (ii) regular distributions from the income of its completed and stabilised assets. PCRTs NAV growth is expected to be mainly driven by its acquisition of the attractively priced Initial Portfolio and at least S$3.0 billion2 of pipeline projects in prime high-speed railway commercial development projects, which are mainly secured through the Sponsors strategic partnerships with local real estate players, as well as other investment opportunities in the development phases or in newly completed projects, and complemented by Trustee-Manager leveraging on the Sponsors integrated retail real estate platform. In addition, PCRT will enjoy regular distributions from the income of completed and stabilised assets in the Initial Portfolio. The annualised distribution yield for the Forecast Year 20113 and distribution yield for the Projection Year 2012 (as defined herein) are expected to be between 4.88% to 5.30% and 5.07% to 5.51%, respectively based on the Maximum Offering Price and Minimum Offering Price. (See Profit Forecast and Profit Projection for further details).

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Shanghai Summit (Group) and Shanghai Summit already have the right to develop 700,000 sq m of GFA of built-up area. Assuming that PCRT invests in 50.0% of at least 1.0 million sq m of GFA of commercial space in respect of each of the Chengdu, Xian and Changsha sites and at an assumed price of RMB10,000 per sq m of GFA on a completed basis. Pursuant to the Option to Purchase Agreements, PCRT has the option to acquire a 50.0% stake of at least 1.0 million sq m of GFA of the commercial component in each of the prime high-speed railway development sites at a price of RMB10,000 per sq m (on a completed basis) for the Chengdu site and between RMB8,000 and RMB10,000 per sq m (on a completed basis) for the Xian site. Pursuant to the Summit Strategic Agreement and the Sponsors ROFR, PCRT also has a right of first refusal to acquire at least a 50.0% interest of up to 1.0 million sq m of GFA in the commercial component of a development site which is directly connected to the high-speed railway station in Changsha, at a price of RMB8,000 to RMB10,000 per sq m (on a completed basis). The annualised distribution yield for Forecast Year 2011 is based on (i) the Earn-out for the period from the Listing Date to 30 June 2011, (ii) the annualised Earn-out for the period from 1 July to 31 December 2011 and (iii) the annualised Distributable Income for the period from the Listing Date to 31 December 2011.

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Good debt headroom to fund acquisition growth: No debt on the Listing Date, coupled with PCRTs asset base, provides good debt headroom for acquisition financing. Business trust structure provides flexibility to access both onshore and offshore capital markets.

As a business trust, PCRT has a flexible capital structure. With no debt on the Listing Date and its asset base, PCRT has good debt headroom to access both onshore and offshore capital markets.1 Under the Trust Deed, PCRT is permitted to borrow up to 60.0% of the value of the Trust Property (as defined herein) of PCRT at the time the borrowing is incurred. On the Listing Date, the Aggregate Leverage of PCRT will be 1.4% and 1.3% of the value of the Trust Property based on the Minimum Offering Price and Maximum Offering Price2, respectively. This will provide debt headroom for PCRT to borrow in the onshore market (within the PRC) and offshore markets (outside of the PRC). The Trustee-Manager believes that this will allow for an appropriate enhancement of Unitholders returns and provides flexibility for acquisition financing without materially increasing re-financing or other borrowing risks. Leverage on the Sponsors strong track record, execution experience and strategic partnerships: Leverage on an experienced sponsor with operational track record in the PRC and a fully in-house integrated retail real estate platform. Complemented by the Sponsors strategic partnerships with well-credentialed local developers with proven track record and execution capabilities.

The Sponsor has established a strong operational track record in the PRC since its establishment. Highlights of the Sponsors activities in the PRC include: Successfully forming certain mutually beneficial strategic partnerships with large and high-profile local real estate developers who have major development projects under planning or development in various regions and cities throughout China. The Sponsor has secured rights of first refusal over their retail or predominantly-retail commercial projects. (See The Sponsor and the Strategic Partners for further information on the Sponsors strategic partnerships.)

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See Use of Proceeds Funding of the Purchase Price of Foshan Yicui Shijia Shopping Mall and the total development cost of Chengdu Qingyang Guanghua Shopping Mall for details of the Credit Facilities (as defined herein). Assuming the existing RMB1.225 billion loan from the Agricultural Bank of China to Shenyang Summit is fully repaid on the Listing Date. Aggregate Leverage refers to the total borrowings and deferred payments by the Trustee-Manager for assets of PCRT. As PCRT will hold only 50.0% of the aggregate equity interest in Shenyang Summit on the Listing Date, Shenyang Summit will be equity accounted for as an investment on the balance sheet of PCRT. Accordingly, the existing loan from the Agricultural Bank of China to Shenyang Summit will not be reflected on the balance sheet of PCRT and it is assumed to be repaid on the Listing Date. Based on the Minimum Offering Price, the Aggregate Leverage is computed based on the estimated additional purchase consideration payable on the acquisition of Shenyang Summit of approximately S$11,015,000 (being part of the amount under the Earn-out Deed (as defined herein)) and total assets of approximately S$764,025,000, giving rise to Aggregate Leverage of 1.4%. Based on the Maximum Offering Price, the Aggregate Leverage is computed based on the estimated additional purchase consideration payable on the acquisition of Shenyang Summit of S$11,015,000 (being part of the amount under the Earn-out Deed) and total assets of approximately S$829,448,000, giving rise to Aggregate Leverage of 1.3%.

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Securing an advisory role with Beijing Hualian Group Investment Holding Co., Ltd. (Beijing Hualian) and its subsidiaries and associates1 (the Beijing Hualian Group) under which it (i) advised the Beijing Hualian Group on the transformation of its listed subsidiary, Beijing Hualian Department Store Co., Ltd., which was established in May 1998 and listed on the Shenzhen Stock Exchange on 16 June 1998 under the stock code 000882 (882) into a purely retail mall investment vehicle, (ii) supervised the Beijing Hualian Groups on-the-ground staff in the development, asset management and operations of the Beijing Hualian Groups portfolio of more than 30 retail malls and (iii) was instrumental in the establishment of Beijing Hualian Perennial Retail Investment Management Co., Ltd. (S Nolt^UFimb{t g PQlS ) (the PRC 2 Fund) , a RMB1.2 billion private equity fund which is fully invested. (See The Sponsor and the Strategic Partners for more information on the Sponsors relationship with the Beijing Hualian Group.)

Sourcing and negotiating the purchase of the Properties for inclusion in the Initial Portfolio and, in the case of the two development projects, Foshan Yicui Shijia Shopping Mall and Chengdu Qingyang Guanghua Shopping Mall, the Sponsor had worked closely with the vendors and developers to optimise the mall design and specification to secure the support of the local governments for the proposed plans. Supervising and managing the design and development professionals working on the planning of the two development projects, Foshan Yicui Shijia Shopping Mall and Chengdu Qingyang Guanghua Shopping Mall and assisting the Sponsors strategic partners in planning the retail components of their pipeline projects.

The Sponsor operates a fully in-house integrated retail real estate platform combining real estate management and capital management capabilities, which include: development management involving design, construction and project management; operations involving leasing, marketing and promotions, tenancy design, technical services and day-to-day centre management; investment and asset management; and fund and capital management involving asset sourcing, capital raising, financing and investor relations.

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associates has the meaning ascribed to it in the Listing Manual (as defined herein). The Sponsor was instrumental in the establishment of the PRC Fund as it assisted with the creation of the fund structure, marketing of the PRC Fund, preparation of the investment reports and legal documentation associated with the establishment of the PRC Fund, conducting an analysis of the transactions of the PRC Fund and overseeing of the asset management and development processes in respect of the asset portfolio of the PRC Fund.

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Perennials Integrated Retail Real Estate Business Platform

The Sponsors broad integrated real estate platform along with a reputable presence in the PRC will allow PCRT to consider a wide range of investment opportunities encompassing both development and completed assets. The broad-based retail platform of the Sponsor provides PCRT with the flexibility to seek interests in the development phase of projects or in newly completed projects which are in the early cycles of leasing, providing PCRT with an opportunity to negotiate more attractive entry prices and initial yields. PCRT can access the Sponsors skills in optimising design, linkages with transport and overall connectivity with other commercial components. This will support the long-term competitive positioning of the malls and attract shoppers and footfall and therefore increase the asset value over time. PCRT will also be able to access the Sponsors leasing capabilities and external tenant relationships. The Trustee-Manager believes that by leveraging on the Sponsors real estate expertise in the PRC, Unitholders will be able to obtain maximum benefit from PCRTs interests in the development phase of projects or in newly completed projects. To demonstrate the Sponsors commitment to PCRT, the Sponsor had on 22 February 2011, entered into the right of first refusal agreement with the Trustee-Manager (the Sponsors ROFR), pursuant to which the Sponsor granted a right of first refusal to the Trustee-Manager over future retail and predominantly-retail real estate assets located in the PRC which are offered to it or any of its subsidiaries or a proposed offer of sale by the Sponsor or any of its subsidiaries to dispose of any interest in such assets. (See Certain Agreements relating to Perennial China Retail Trust and the Properties Right of First Refusal Agreement for further details.) The Trustee-Manager believes that the Sponsors ROFR will complement PCRTs acquisitions growth strategy by providing PCRT with a future pipeline of potential assets for acquisition. In addition, Mr Pua Seck Guan has undertaken to the Trustee-Manager that (i) he will continue to own at least 51.0% of the total issued share capital of the Sponsor for at least five years from the Listing Date and (ii) the Sponsor will continue to own at least 78.0% of the total issued share capital in the Trustee-Manager for at least five years from the Listing Date.

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The Sponsor has successfully formed strategic partnerships with major developers with significant development pipelines. The Sponsor has entered into strategic partnership agreements with Shanghai Summit (Group) and Nenking under which the Sponsor has been granted, subject to various conditions to be satisfied, the right of first refusal to invest in the retail component of certain development assets of these developers and, in the case of the Summit Strategic Agreement with Shanghai Summit (Group), subject to the terms and conditions of the co-investment to be agreed between the relevant parties, at an agreed acquisition price from RMB8,000 per sq m to RMB10,000 per sq m of GFA, and up to a maximum of 1.0 million sq m of GFA per asset. The Sponsor has also formed a strategic alliance with the Nan Fung Group1 which is expected to bring PCRT potential joint venture opportunities in the retail component of existing and future projects owned or sourced by the Nan Fung Group in the PRC. These strategic alliances are expected to provide PCRT with access to a significant pipeline of attractive acquisition opportunities. (See The Sponsor and the Strategic Partners, Risk Factors and Certain Agreements relating to Perennial China Retail Trust and the Properties for further details on these strategic partners, their pipeline development projects, the Option to Purchase Agreements and the various conditions which PCRTs investment opportunities are subject to.) The opportunity for the Sponsor to form these mutually beneficial strategic partnerships has arisen because developers of large-scale projects are increasingly being required by the local governments to incorporate quality retail components into their master plans for large mixed-use developments. This is often driven by a desire of local governments to ensure that key strategic sites include well-designed and well-operated retail and commercial components to meet the future needs of a rapidly growing population base. While many local developers are highly experienced in residential developments, they may have less experience in the design, management and operation of the retail component in a large mixed-use development. In these situations, the Sponsors comprehensive retail real estate skill set would be instrumental in assisting them to optimise the malls design layout and positioning and to secure the support of the local government for the project. The Sponsors integrated retail real estate platform allows them to resolve complex design and planning issues as well as funding for their retail projects. Through PCRT, the Sponsor is able to offer capital sourcing and retail real estate skill sets, both of which are highly valued by local developers seeking partners in the retail component of their projects. By acquiring from or co-investing with the Sponsors strategic partners in retail assets, PCRT expects to be able to access attractive investment opportunities, while the strategic partners will have an experienced and credible partner to manage the retail component of their projects, allowing them to focus on their residential, office and hotel development components. The Sponsor believes that such mutually beneficial relationships will continue to strengthen as the retail real estate sector in the PRC matures and becomes more competitive. The Sponsor will seek to cement existing relationships and develop new partnerships to provide a source of value-enhancing acquisition opportunities for PCRT. Clear and transparent vehicle with strong corporate governance: Investment in a clear and transparent vehicle which meets corporate governance requirements under the Business Trusts Act.

PCRT is registered as a business trust under the Business Trusts Act. The Business Trusts Act requires PCRT to be externally managed by a trustee-manager with strong corporate governance where at least

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Nan Fung Group means a privately held group of companies and business interests controlled by Mr Chen Din Hwa that carries on business under the trade name of Nan Fung, which is principally engaged in the business of property development, property investment, construction, property management, investment and financing.

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a majority of the trustee-managers board shall be independent directors, so as to safeguard the interests of Unitholders. (See The Trustee-Manager for further details.) The Trustee-Managers interests are aligned with those of Unitholders with a transparent management fee structure, comprising management fees payable to the Trustee-Manager which includes a performance-based element which is based on PCRTs net property income. This management fee structure will incentivise the Trustee-Manager to grow revenues and minimise operating costs and thereby maximise returns to Unitholders. Initial Property PortfolioShenyang Red Star Macalline Furniture Mall Shenyang Longemont* Foshan Yicui Shijia Shopping Mall* Chengdu Qingyang Guanghua Shopping Mall*

Note: * The pictures are artists impressions of the relevant Properties and may differ from the actual view of the relevant completed Properties.

The Initial Portfolio will comprise: a 50.0% stake(1) in Red Star Macalline Global Home Furniture Lifestyle Mall Longemont (} f QQht [\Eu m; MallNKY"^ ) (Shenyang Red Star Macalline Furniture Mall) located in Shenyang, a newly completed nine-level furniture mall comprising eight retail levels from basement one to level seven and a basement car park housing 1,065 lots and 41 heavy vehicle lots, which commenced operations on 30 September 2010. The remaining 50.0% stake of the mall will be owned by Mr Tong Jinquan (z&l ), the founder of the Summit Group(2) and Shanghai Summit (Shanghai Summit, and together with Mr Tong Jinquan, the Summit Parties). Shenyang Red Star Macalline Furniture Mall, together with Shenyang Longemont Shopping Mall and Shenyang Longemont Offices are three of the most prime assets within the strategically located Shenyang Longemont Asia Pacific City (p }NKY"NY*N-_ )(3) (with their well-sited location along Shenyangs First Ring Road and direct connectivity to two metro lines and a bus interchange with 56 bus lines), the largest mixed-use commercial hub in Liaoning province with a development site area of 557,500 sq m and expected total floor area of more than 4.3 million sq m. Shenyang Longemont Asia Pacific City will be directly served by two metro lines (Line 1 has commenced operations since October 2010 and Line 10 is expected to be operational in 2013) and a transit hub designed to support 56 bus lines which run both inter-city and intra-city. With GFA of approximately 276,474 sq m(4), Shenyang Red Star Macalline Furniture Mall boasts approximately 830 stores across its eight retail levels. Each retail level is further segregated into distinct zones specialising in a variety of thematic furniture and home furnishings, as well as fittings and fixtures, making Shenyang Red Star Macalline Furniture Mall a complete one-stop furniture centre for all home needs. Shenyang Red Star Macalline Furniture Mall is managed by Shanghai Red Star Macalline Home Furnishing Co., Ltd. (Red Star Macalline), which has extensive experience in the management of retail furniture malls in China. Red Star Macalline has been managing furniture malls in China for more than 10 years and currently operates numerous malls in various cities across China, including Beijing, Shanghai, Changzhou and Tianjin. Shenyang Red Star Macalline Furniture Mall is currently one of the largest integrated furniture malls managed by Red Star Macalline;

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a 50.0% stake(1) in Shenyang Longemont (p }NKY" ), which will comprise a 10-level shopping mall under development (Shenyang Longemont Shopping Mall (p }NKY"riN-_ )) and two adjoining quality 56-level office towers under development (Shenyang Longemont Offices (p }NKY"[[Wj )), within Shenyang Longemont Asia Pacific City. The remaining 50.0% stake of Shenyang Longemont will be owned by the Summit Parties. Shenyang Longemont Shopping Mall is expected to commence operations in the third quarter of 2011 and Shenyang Longemont Offices are expected to commence operations in the second quarter of 2012. With an expected GFA of approximately 327,789 sq m(4) (5), and as a key component of Shenyang Longemont Asia Pacific City, Shenyang Longemont Shopping Mall is expected to be one of the largest integrated shopping malls in Shenyang upon completion. The mall will provide an array of retail and entertainment choices, which include a large-scale indoor rooftop theme park with expected NLA (as defined herein) of approximately 29,990 sq m, an indoor ice-skating rink with expected NLA of approximately 5,777 sq m, a supermarket with expected NLA of approximately 20,000 sq m and one of the largest food plazas in Shenyang with expected NLA of approximately 2,200 sq m. Public transport access to Shenyang Longemont Shopping Mall will be convenient, with both metro lines and the transit hub connecting directly to its basement. Being part of Shenyang Longemont Asia Pacific City, Shenyang Longemont Offices are easily accessible by both metro and bus. The two office towers, each measuring 245 m in height, are expected to have a combined GFA of approximately 197,803 sq m(4). Shenyang Longemont Offices and Shenyang Longemont Shopping Mall are expected to complement each other. The Shenyang Longemont Offices will provide a natural catchment of shoppers for Shenyang Longemont Shopping Mall, while the mall will provide the office towers with easy access to amenities and services that are generally attractive to office tenants.

the contractual rights and obligations to acquire a 100.0% stake(6) in Foshan Yicui Shijia Shopping Mall (O[\q!N V UFX4 ), a development project located in Foshan with an expected GFA of approximately 68,833 sq m(4). The mall will be part of an integrated development, which is expected to have an aggregate GFA of approximately 383,815 sq m, that will comprise residential towers, a kindergarten, underground car parks and amenities. Foshan Yicui Shijia Shopping Mall will be surrounded by numerous residential developments which are expected to provide Foshan Yicui Shijia Shopping Mall with a strong local catchment. The mall will be well-served by public transport, and is expected to be directly connected to the metro station(7), served by Line 6 and is in close proximity to bus lines. Foshan Yicui Shijia Shopping Mall will offer retail, food and beverage, services and entertainment to cater to the residents in the vicinity; and

the contractual rights and obligations to acquire a 100.0% stake(8) in Chengdu Qingyang Guanghua Shopping Mall (b RQIUFX4 ), a development project located in Chengdu which will comprise an expected GFA of approximately 90,000 sq m(4). The mall will be part of a large mixed-use development of expected aggregate GFA of approximately 158,400 sq m that will comprise a five-star hotel, an office block and small-office-home-offices (SOHO). Chengdu Qingyang Guanghua Shopping Mall will be a one-stop destination offering food and beverage, fashion, supermarket and/or department store, leisure and entertainment and services. Chengdu Qingyang Guanghua Shopping Mall will be located in close proximity to the metro station(6) and is expected to be connected to the metro station via an underground retail link. The mall is expected to benefit from the growing number of residential developments within its primary trade area which are expected to provide Chengdu Qingyang Guanghua Shopping Mall with a strong local catchment.

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Shenyang Red Star Macalline Furniture Mall, Shenyang Longemont Shopping Mall, Shenyang Longemont Offices, Foshan Yicui Shijia Shopping Mall and Chengdu Qingyang Guanghua Shopping Mall shall collectively be referred to as the Properties and each, a Property and Shenyang Red Star Macalline Furniture Mall, Shenyang Longemont Shopping Mall and Shenyang Longemont Offices shall collectively be referred to as the Shenyang Properties.Notes: (1) PCRT, through its wholly-owned subsidiaries Shenyang Retail 1 Limited and Shenyang Retail 2 Limited, is expected to own 50.0% of the total equity interest of Shenyang Summit on the Listing Date and will only have all the rights (save for the right to distributions on the equity interest) as owners of 50.0% of the equity interest of Shenyang Summit after Shenyang Retail 1 Limited has fully paid the subscription proceeds and Shenyang Retail 2 Limited has fully paid the acquisition proceeds on the Listing Date. Shenyang Retail 1 Limited and Shenyang Retail 2 Limited will have the right to distributions on the equity interest after certain certificates have been issued by the relevant PRC authorities. However, no legal impediments are expected in respect of the issue of such certificates and any proposed distribution on the equity interest of Shenyang Summit will require the approval of the directors nominated by the Trustee-Manager to the board of Shenyang Summit. Shenyang Summit owns Shenyang Red Star Macalline Furniture Mall and Shenyang Longemont. Summit Group refers to Shanghai Summit (Group) and its subsidiaries. PCRT will own a 50.0% stake in Shenyang Summit which only holds Shenyang Red Star Macalline Furniture Mall and Shenyang Longemont and not the rest of Shenyang Longemont Asia Pacific City. The development site of 557,500 sq m and the expected total floor area of more than 4.3 million sq m relating to Shenyang Longemont Asia Pacific City include areas which PCRT will not own. The relevant GFA is based on architectural plans on which construction was based, and may differ from the actual GFA of the relevant completed Properties. The GFA will be finalised when the Building Ownership Certificate is issued. After Listing (as defined herein), PCRT will have a right but not the obligation, to purchase an additional basement floor space of 8,964 sq m located in the Shenyang Phase I Project (as defined herein), adjacent to both the transportation hub and Shenyang Longemont Shopping Mall, at a transaction price of RMB44,820,000, based on RMB10,000 per sq m of actual GFA, subject to adjustments. Such transaction (if at all) must be completed within 12 months from the Listing Date or prior to the completion acceptance of the Shenyang Phase I Project (whichever is earlier). Such purchase is expected to be fully funded by debt financing. As at the Listing Date, PCRT will not have legal title to Foshan Yicui Shijia Shopping Mall and will only have the contractual rights and obligations to acquire it. Based on the latest government plans showing the location and accessibility of the metro station, but subject to changes by the authorities. As at the Listing Date, PCRT will not have legal title to Chengdu Qingyang Guanghua Shopping Mall and will only have the contractual rights and obligations to acquire it.

(2) (3)

(4) (5)

(6) (7) (8)

(See Overview of Acquisition of Properties in China and Acquisition of the Initial Portfolio and Certain Agreements relating to Perennial China Retail Trust and the Properties for details of the acquisition of the Properties.) Further to the above, two Option to Purchase Agreements in relation to the following pipeline projects at prime commercial development sites which are directly connected to high-speed railway stations have been entered into by PCRPL, a wholly-owned subsidiary of PCRT: to acquire a 50.0% interest in the commercial component of the Chengdu Longemont Railway Commercial Development, which is situated in the southeast area of Chengdu and it is expected to occupy approximately 164,872 sq m of land around Chengdus East Railway Station which commenced operations on 8 May 2011. The development is expected to incorporate a transport hub which, besides being served by the Chengdu East Railway Station, will also be served by metro lines as well as several arterial roads and expressways.1 The development is expected to comprise up to 1.5 million sq m of GFA comprising retail facilities like a shopping mall, furniture mall, electronics retail centre, high-grade office buildings and hotels; and

1

Based on the latest government plans showing the location and accessibility of the metro stations but subject to changes by the authorities.

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to acquire a 50.0% interest in the commercial component of the Xian Longemont Railway Commercial Development, which will be located in the Wei Yang District immediately in front of the Xian North Railway Station, which is expected to be one of the largest passenger train stations in Asia. Besides this inter-city railway, the complex is expected to have access to the future metro Line 2 and Line 4, as well as two bus interchanges.1 There is also easy access to the airport highway via the Ring Expressway, Xian Orbital Motorway and Xi Tong Expressway. The development is expected to have up to 2.0 million sq m of GFA and will include retail facilities such as a shopping mall, underground car park, high grade office buildings, luxury hotels, theme park, residential and public facilities within the Xian North Railway Station communities.

(See The Sponsor and the Strategic Partners Shanghai Summit (Group) Co., Ltd. (N mww\ W g PQlS ) Pipeline Projects of the Summit Group, Risk Factors and Certain Agreements relating to Perennial China Retail Trust and the Properties for details of the Option to Purchase Agreements.)

1

Based on the latest government plans showing the location and accessibility of the metro stations and bus interchanges but subject to changes by the authorities.

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Key Information on the Properties

A summary of certain key information relating to the Properties is set out below:Chengdu Qingyang Guanghua Shopping Mall 100.0

Property 50.0 50.0 100.0

Shenyang Red Star Macalline Furniture Mall(1) Shenyang Longemont Shopping Mall(1) Shenyang Longemont Offices(1) Foshan Yicui Shijia Shopping Mall

Expected Ownership by PCRT (%) Indicative Timeline for Acquisition and Completion of Development(2) Shenyang Retail 1 Limited and Shenyang Retail 2 Limited will own 50.0% of the aggregate equity interest in Shenyang Summit on the Listing Date Shenyang Retail 1 Limited and Shenyang Retail 2 Limited will own 50.0% of the aggregate equity interest in Shenyang Summit on the Listing Date Pre-Sale Agreement is expected to be entered into in the third quarter of 2012 Construction is expected to be completed in the first quarter of 2013

50.0

Shenyang Retail 1 Limited and Shenyang Retail 2 Limited will own 50.0% of the aggregate equity interest in Shenyang Summit on the Listing Date

Real Estate Project Transfer Agreement is expected to be entered into in the second quarter of 2012

1453,328.2(6) 327,789.0 209,292.0(8)

Completed construction and commenced operations

Construction is expected to be completed in the fourth quarter of 2013

Construction is Construction is expected to be expected to be completed in the completed in the fourth second quarter of 2011 quarter of 2011 30 September 2010 Expected to be in the Expected to be in the third quarter of 2011 second quarter of 2012 50 years, expiring 20 January 2059 40 years, expiring 20 January 2049 for the commercial component Committed Leases and Committed Leases Not applicable Expected Leases 96.1 51.8(4)

Expected to be in the third quarter of 2013 40 years, expiring 20 May 2049 Not applicable

Expected to be in the second quarter of 2014 40 years, expiring 19 January 2050 Not applicable

Commencement of Operations(2) Expiry of Land Use Rights Occupancy Rate as at 31 December 2010 (based on Committed Leases and Expected Leases) (%)(3) Land Area (sq m)(5) GFA (sq m)(7) NLA (sq m)(7)

Committed Leases 91.8

44,845.4 276,474.0 181,595.0

197,803.0 177,590.0

34,411.6 68,833.0 47,410.0

52,823.0 90,000.0 58,500.0

Property Committed Leases 185(4) Not applicable Not applicable

Shenyang Red Star Macalline Furniture Mall(1) Shenyang Longemont Shopping Mall(1) Shenyang Longemont Offices(1) Foshan Yicui Shijia Shopping Mall Not applicable

Chengdu Qingyang Guanghua Shopping Mall

Committed Leases and Expected Leases 815

Number of Tenancies as at 31 December 2010 (based on Committed Leases and Expected Leases) Car Park Lots(7) Not applicable Forecast Year 2011: 37.5 Projection Year 2012: 84.5 1,725.0 Projection Year 2012: 29.1 1,077.0 Forecast Year 2011: Not applicable Not applicable 600 in basement and 230 above ground Not applicable

Committed Leases 794

728 Not applicable

Net Property Income(9) (RMB million)

1,065 car park lots and 41 heavy vehicle lots Forecast Year 2011: 87.3

Projection Year 2012: 94.5

1,452.0

795.0

849.0

15Between 1,523.0 and 1,659.4(12) Between 919.0 and 1,001.4(12)

Valuation as at 31 December 2010 (RMB million)(10) Total Purchase Price(11) (RMB million)

Between 1,284.6 and 1,399.7(12)

586.5

657.0(13)

Notes: (1) Save for the Net Property Income (as defined herein), valuation and the purchase price which are reflected on the basis of PCRTs 50.0% stake, all information set out in this table assumes 100.0% of Shenyang Red Star Macalline Furniture Mall, Shenyang Longemont Shopping Mall and Shenyang Longemont Offices. (2) In the event of any changes to these expected timelines, the Trustee-Manager will make an announcement via SGXNET on such changes and provide the relevant updates. (3) Committed Leases means, in respect of the relevant Properties as at 31 December 2010, the following: (i) tenancy agreements, (ii) letters of offers which have been signed, and letters of offers pending execution by the tenants but in respect of which tenants have commenced operations on the relevant Properties and paid rent pursuant to the terms thereof, all such letters of offer to be followed up with tenancy agreements and (iii) security deposit letters counter-signed by the tenants and with security deposits paid by the tenants, all security deposit letters to be followed up with tenancy agreements and, each a Committed Lease.

Expected Leases means leases expected to be entered into in respect of Shenyang Red Star Macalline Furniture Mall as at 31 December 2010 comprising letters of offer pending execution by the proposed tenants but such proposed tenants have been in discussions with Red Star Macalline to lease the relevant space on the terms of the letters of offer; all such issued letters of offer to be followed up with tenancy agreements and, each an Expected Lease.

(4)

Based on committed tenants from pre-leasing and marketing for Shenyang Longemont Shopping Mall which commenced in January 2010. The Property has not commenced operations.

(5)

Refers to the land area set out in the relevant land use right certificate in the case of Shenyang Red Star Macalline Furniture Mall, Shenyang Longemont and Foshan Yicui Shijia Shopping Mall. In the case of Chengdu Qingyang Guanghua Shopping Mall, the land area reflected is in respect of the entire parcel of land, which includes the area for the hotel, the office block and SOHO as the parcel of land has not been subdivided into the various components yet.

(6)

Includes both Shenyang Longemont Shopping Mall and Shenyang Longemont Offices as they share the same land title. This also includes part of a transportation hub adjacent to Shenyang Longemont Shopping Mall covering an area of 27,000 sq m (of which 12,000 sq m is within the land area of Shenyang Longemont Shopping Mall) although pursuant to the Shenyang Summit Co-operative Framework Agreement (as defined herein), it has been agreed that Shanghai Summit (or one of the New Summit Entities (as defined herein) formed pursuant to the Corporate Re-organisation (as defined herein)) will be responsible for the construction and operation of the transportation hub and will receive all the income generated from it.

Any fees and expenses in respect of any future land division for the transportation hub as well as a reissuing of the building ownership certificate and the land use right certificate in the names of both Shenyang Summit and Shanghai Summit (or one of the New Summit Entities formed pursuant to the Corporate Re-organisation, as the case may be) shall be borne by Shanghai Summit (or one of the New Summit Entities formed pursuant to the Corporate Re-organisation, as the case may be).

(7)

The relevant GFA, NLA and information on the car park lots are based on architectural plans prepared by the relevant architects and, in the case of the completed buildings, on which construction was based. These areas may differ from the actual GFA, NLA and car park lots of the relevant completed Properties. The GFA will be finalised when the relevant Building Ownership Certificate is issued.

(8)

After Listing, PCRT will have a right but not the obligation, to purchase an additional basement floor space of 8,964 sq m located in the Shenyang Phase I Project, adjacent to both the transportation hub and Shenyang Longemont Shopping Mall, at a transaction price of RMB44,820,000, based on RMB10,000 per sq m of actual GFA, subject to adjustments. Such transaction (if at all) must be completed within 12 months from the Listing Date or prior to the completion acceptance of the Shenyang Phase I Project (whichever is earlier). Such purchase is expected to be fully funded by debt financing.

(9)

The information is extracted from Profit Forecast and Profit Projection and is based on the various assumptions set out therein.

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(10) The Properties were assessed by the Independent Valuer based on a 40-year tenure, and the basis of the valuation of Shenyang Red Star Macalline Furniture Mall is on an as is condition while the basis of valuation of Shenyang Longemont Shopping Mall, Shenyang Longemont Offices, Foshan Yicui Shijia Shopping Mall and Chengdu Qingyang Guanghua Shopping Mall are as if complete and fully leased based on current market conditions (see Appendix E, Independent Property Valuation Summary Report).

(11) The total purchase price comprises (i) the agreed land value and all estimated construction and construction-related cost, pertaining to Chengdu Qingyang Guanghua Shopping Mall but exclude the development management fees, (ii) the purchase price set out in the framework agreement relating to Foshan Yicui Shijia Shopping Mall and (iii) the purchase price set out in the relevant framework agreement relating to Shenyang Summit and any payments to be made to Shanghai Summit Pte. Ltd. (the SingCo) under the Earn-out Deed (see Certain Agreements relating to Perennial China Retail Trust and the Properties Earn-out Deed).

(12) The total purchase price of the Shenyang Properties is computed based on the aggregate GFA of the Shenyang Properties, in accordance with the terms of the Shenyang Summit Co-operative Framework Agreement and is dependent on the actual Offering Price. The relevant GFA is based on architectural plans prepared by the relevant architects and, in the case of the completed buildings, on which construction was based. This GFA may differ from the actual GFA of the relevant completed Properties. The GFA will be finalised when the relevant Building Ownership Certificate is issued.

(13) The total estimated consideration for Chengdu Qingyang Guanghua Shopping Mall is RMB7,300 per sq m of GFA. The breakdown of this consideration is RMB704 per sq m for land and RMB6,596 per sq m for construction/development cost. The total construction and construction-related costs to construct Chengdu Qingyang Guanghua Shopping Mall estimated by an independent quantity surveyor based in China and supplemented by adjustments by the Trustee-Manager is RMB593.6 million. The disbursement of such costs will only take place when construction commences and such payments will only be made after certification by the project architect, project quantity surveyor, independent surveyor and the Perennial Development and Property Manager (as defined herein).

Overview of the PRC Economy China is the worlds fourth-largest country by land area (9.6 million sq km) and the largest by population (1.34 billion as at mid-2010). Real GDP grew at an average CAGR of 10.1% from 2001 to 2009. Chinas economy was one of the strongest performers throughout the global financial crisis, with relatively robust growth despite the contraction of its major export markets in the United States and Europe. This growth is expected to continue with the World Bank forecasting real GDP growth of 8.3% per annum and the International Monetary Fund (IMF) forecasting annual real GDP growth of 9.8% from 2010 to 2015. China surpassed Japan as the worlds second largest economy in terms of nominal GDP based on market exchange rates in 2010. China is slowly shifting towards an internal consumption economy as the younger generations of local Chinese, who are more likely to spend additional income, move into their peak earning years. GDP per capita for China was slightly above RMB25,500 in 2009, which is modest by the standards of other Asian and developed countries but is reflective of the highly variable productivity levels from region to region and from countryside to city given the size of the country. GDP per capita is expected to continue to grow at a forecast CAGR of 11.9% and pass the RMB50,000 threshold by 2015. There has also been rapid urbanisation, particularly in the last decade. The number of people living in urban areas surged to nearly 45.7% in 2009, up from 36.0% in 2000. This trend is expected to continue and more than half of the population is expected to be urban dwellers by the end of 2013. By 2025, a billion people will live in cities. The urban disposable income per capita grew to RMB17,175 at a strong CAGR of 10.4% from 1995 to 2009. By 2015, the middle class, with higher discretionary income and spending ability, is expected to become the dominant class, approaching almost 200 million households out of an estimated 280 million urban households. The cities in which the Properties are located are in the top 11 of Chinas most populous urban areas as of 2010. Disposable Income of Chinas Urban Households, 2005 and 2015D